r8k63008exh1.htm


    
      

    

    EXHIBIT
10.1


    FOURTH
AMENDMENT TO CREDIT AGREEMENT

    


    


    THIS FOURTH AMENDMENT TO CREDIT
AGREEMENT (this "Amendment"), dated as of
June 20, 2008, is by and among
HNI CORPORATION, an Iowa corporation (the "Borrower"), those Domestic
Subsidiaries of the Borrower identified as a "Guarantor" on the signature pages
hereto (the "Guarantors"), the Lenders
(defined below) party hereto and WACHOVIA BANK, NATIONAL
ASSOCIATION, a national banking association, as administrative agent for
the Lenders (the "Administrative
Agent").

    


    W
I T N E S S E T H

    


    WHEREAS, the Borrower, the
Guarantors, the lenders from time to time party thereto (the "Lenders"), and the
Administrative Agent have entered into that certain Credit Agreement dated as of
January 28, 2005 (as amended, restated, amended and restated, modified,
supplemented or otherwise modified through the date hereof, the "Credit Agreement";
capitalized terms used herein shall have the meanings ascribed thereto in the
Credit Agreement);

    


    WHEREAS, the Credit Parties
have requested the Required Lenders amend certain provisions of the Credit
Agreement; and

    


    WHEREAS, the Required Lenders
are willing to make such amendments to the Credit Agreement, subject to the
terms and conditions set forth herein.

    


    NOW, THEREFORE, in
consideration of the agreements hereinafter set forth, and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:

    


    ARTICLE
I

    AMENDMENTS
TO CREDIT AGREEMENT

    


    1.1     New
Definition.  The following
definition is hereby added to Section 1.1 of the Credit Agreement in the
appropriate alphabetical order:

    


     "Term Loan Agreement"
shall mean that certain Credit Agreement, to be dated on or about June 27, 2008,
by and among the Borrower, the guarantors from time to time party thereto, the
lenders from time to time party thereto and Wachovia Bank, National Association,
as administrative agent.

    


    1.2     Amendment
to Definition of Permitted Liens.  The definition of
Permitted Liens is amended by (1) adding a new clause (o) and (2) amending and
restating the existing clause (o) to be a new clause (p), and making the
appropriate punctuation and grammatical changes thereto to read as
follows:


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (o)   Liens
created by or otherwise existing, under or in connection with the Term Loan
Agreement or the other credit documents related thereto so long as the Credit
Party Obligations are equally and ratably secured with such Liens;
and

    


    (p)   other
Liens in addition to those permitted by the foregoing clauses securing
Indebtedness in an aggregate amount not to exceed 15% of Consolidated Net Tangible Assets
determined at such time.

    


    1.3     Amendment
to Section 6.5.  Section 6.5 of
the Credit Agreement is hereby amended by (1) adding a new clause (i) and (2)
amending and restating the existing clause (i) to be a new clause (j), and
making the appropriate punctuation and grammatical changes thereto to read as
follows:

     

    (i)      guarantees
permitted by Section 6.1(f); and

    


    (j)     the
Borrower and Subsidiaries may make or permit to remain outstanding any
Investment in any other Person, which is not otherwise included in the foregoing
clauses (a) through (i), inclusive, provided that the
aggregate of such Investments shall not, at any time, exceed 15% of Consolidated
Net Tangible Assets determined at such time.

    


    1.4     Amendment
to Section 6.11.  Section 6.11 of
the Credit Agreement is hereby amended and restated in its entirety to read as
follows:

    


    6.11     No Further Negative
Pledges.

    


    Enter
into, assume or become subject to any agreement prohibiting or otherwise
restricting the creation or assumption of any Lien upon its properties or
assets, whether now owned or hereafter acquired, in favor of the Administrative
Agent (for the benefit of the Lenders) to secure the Credit Party Obligations
(provided that any restriction (a) on the amount of Indebtedness under this
Credit Agreement and the other Credit Documents that can be secured shall not be
deemed a restriction prohibited by this Section 6.11 so long as the
permitted amount of secured Indebtedness is equal to or greater than the
aggregate Commitments hereunder including the permitted amount of any Additional
Loans as then in effect when such restriction is entered into and (b) in the
Note Purchase Agreement or the Term Loan Agreement shall not be deemed a
restriction prohibited by this Section 6.11 if such Liens in favor of the
Administrative Agent shall be permitted thereunder on the condition that the
Senior Notes or the Credit Party Obligations (as defined in the Term Loan
Agreement), as applicable, be equally and ratably secured with the Credit Party
Obligations secured thereby pursuant to an agreement reasonably satisfactory to
the Required Holders (as defined in the Note Purchase Agreement) or the Required
Lenders (as defined in the Term Loan Agreement), as
applicable).


    
      
         


      

      
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    ARTICLE
II

    CONDITIONS
TO EFFECTIVENESS

    


    2.1     Closing
Conditions.

    


    This
Amendment shall become effective as of the day and year set forth above (the
"Amendment Effective
Date") upon satisfaction of the following conditions (in form and
substance reasonably acceptable to the Administrative Agent):

    


    (a)        Executed
Documents.  Receipt by the Administrative Agent of counterparts
of this Amendment executed by each Credit Party, the Administrative Agent and
the Required Lenders.

    


    (b)       
Fees and
Expenses.  The Administrative Agent and the Lenders shall have
received from the Borrower the aggregate amount of fees and expense payable in
connection with the consummation of the transactions contemplated
hereby.

    


    


    ARTICLE
III

    MISCELLANEOUS

    


    3.1     Amended
Terms.  On and after the Amendment Effective Date, all
references to the Credit Agreement in each of the Credit Documents shall
hereafter mean the Credit Agreement as amended by this
Amendment.  Except as specifically amended hereby or otherwise agreed,
the Credit Agreement is hereby ratified and confirmed and shall remain in full
force and effect according to its terms.

    


    3.2     Representations
and Warranties of Credit Parties.  Each of the Credit
Parties represents and warrants as follows:

    


    (a)       
It has taken all necessary action to authorize the execution, delivery and
performance of this Amendment.

    


    (b)      
This Amendment has been duly executed and delivered by such Person and
constitutes such Person's legal, valid and binding obligations, enforceable in
accordance with its terms, except as such enforceability may be subject to
(i) bankruptcy, insolvency, reorganization, fraudulent conveyance or
transfer, moratorium or similar laws affecting creditors' rights generally and
(ii) general principles of equity (regardless of whether such
enforceability is considered in a proceeding at law or in equity).

    


    (c)       
No consent, approval, authorization or order of, or filing, registration or
qualification with, any court or governmental authority or third party is
required in connection with the execution, delivery or performance by such
Person of this Amendment.


    
      
         


      

      
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    (d)      
After giving effect to this Amendment, the representations and warranties set
forth in Article III of the Credit Agreement or which are contained in any
certificate furnished at any time under or in connection with the Credit
Agreement are true and correct as of the Amendment Effective Date (except for
those which expressly relate to an earlier date).

    


    (e)      
After giving effect to this Amendment, no Default or Event of Default has
occurred and is continuing.

    


    (f)       
The Credit Party Obligations are not reduced by this Amendment.

    


    3.3     Reaffirmation
of Credit Party Obligations.  Each Credit Party hereby ratifies
the Credit Agreement (as amended) and acknowledges and reaffirms (a) that it is
bound by all terms of the Credit Agreement applicable to it and (b) that it is
responsible for the observance and full performance of its respective Credit
Party Obligations.

    


    3.4     Credit
Document.  This Amendment
shall constitute a Credit Document under the terms of the Credit Agreement and
shall be subject to the terms and conditions thereof.

    


    3.5     Entirety.  This
Amendment and the other Credit Documents embody the entire agreement between the
parties hereto and supersede all prior agreements and understandings, oral or
written, if any, relating to the subject matter hereof.

    


    3.6     Counterparts;
Telecopy.  This Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall constitute one and the same
instrument.  Delivery of an executed counterpart to this Amendment by
telecopy shall be effective as an original and shall constitute a representation
that an original will be delivered.

    


    3.7     No
Actions, Claims, Etc. As of the date hereof,
each of the Credit Parties hereby acknowledges and confirms that it has no
knowledge of any actions, causes of action, claims, demands, damages and
liabilities of whatever kind or nature, in law or in equity, by it against the
Administrative Agent, the Lenders, or the Administrative Agent's or the Lenders'
respective officers, employees, representatives, agents, counsel or directors
arising from any action by such Persons, or failure of such Persons to act,
under the Credit Agreement on or prior to the date hereof.

    


    3.8     GOVERNING
LAW.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

    


    3.9     Consent
to Jurisdiction; Service of Process; Waiver of Jury Trial.  The jurisdiction,
services of process and waiver of jury trial provisions set forth in Sections
10.14 and 10.17 of the Credit Agreement are hereby incorporated by reference,
mutatis
mutandis.

     

    
      
        
        

      

      
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    3.10   Expenses.  The Borrower
agrees to pay all reasonable costs and expenses of the Administrative Agent in
connection with the preparation, execution and delivery of this Amendment,
including without limitation the reasonable fees and expenses of the
Administrative Agent's legal counsel.

    


    3.11  
Further
Assurances.  The Credit
Parties agree to promptly take such action, upon the request of the
Administrative Agent, as is necessary to carry out the intent of this
Amendment.

    


    [REMAINDER
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      HNI
CORPORATION

      FOURTH
AMENDMENT TO CREDIT AGREEMENT

       

    

         IN
WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be duly
executed and delivered as of the date first above written.

    


    
      
        	
                BORROWER:

              	
                HNI
      CORPORATION,

              
	 
      	
                an
      Iowa corporation

              
	 
      	 
      	 
      
	 
      	
                By:

              	/s/ Steven M. Bradford	
                 

              
	 
      	
                Name:

              	
                 Steven
      M. Bradford

              
	 
      	
                Title:

              	
                Vice
      President, General Counsel and Secretary

              
	 
      	 
      	 
      
	
                GUARANTORS:

              	
                THE
      HON COMPANY

              
	 
      	
                ALLSTEEL
      INC.

              
	 
      	
                HEARTH
      & HOME TECHNOLOGIES INC.

              
	 
      	
                PAOLI
      INC.

              
	 
      	
                RIVER
      BEND CAPITAL CORPORATION

              
	 
      	
                THE
      GUNLOCKE COMPANY L.L.C.

              
	 
      	
                MAXON
      FURNITURE INC.

              
	 
      	
                HICKORY
      BUSINESS FURNITURE, LLC

              
	 
      	 
      	 
      
	 
      	
                By:

              	/s/ Steven M. Bradford	
                 

              
	 
      	
                Name:

              	
                Steven
      M. Bradford

              
	 
      	
                Title:

              	
                Vice
      President and Secretary

              


      

    

    
      
         

        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      HNI
CORPORATION

      FOURTH
AMENDMENT TO CREDIT AGREEMENT

       

    

    
      	
              LENDERS:

            	
              WACHOVIA BANK, NATIONAL
      ASSOCIATION,

            
	 
      	
              individually
      in its capacity as a

            
	 
      	
              Lender
      and in its capacity as Administrative Agent

            
	 
      	 
      
	 
      	
              By:

            	/s/ Martha M. Winters	
               

            
	 
      	
              Name:

            	
              Martha
      M. Winters

            
	 
      	
              Title:

            	
              Director

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      HNI
CORPORATION

      FOURTH
AMENDMENT TO CREDIT AGREEMENT

       

    

    
      	 
      	
              BANK OF AMERICA,
      N.A.,

            
	 
      	
              as
      a Lender

            
	 
      	 
      
	 
      	
              By:

            	/s/ Scott T. Hitchens	
               

            
	 
      	
              Name:

            	
              Scott
      T. Hitchens

            
	 
      	
              Title:

            	
              Vice
      President

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    HNI
CORPORATION

    FOURTH
AMENDMENT TO CREDIT AGREEMENT


    
      	 
      	
              WELLS FARGO BANK,
      N.A.,

            
	 
      	
              as
      a Lender

            
	 
      	 
      
	 
      	
              By:

            	/s/ Denise L. Vastine	
               

            
	 
      	
              Name:

            	
              Denise
      L. Vastine

            
	 
      	
              Title:

            	
              Vice
      President

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    HNI
CORPORATION

    FOURTH
AMENDMENT TO CREDIT AGREEMENT


    
      	 
      	
              BNP
    PARIBAS,

            
	 
      	
              as
      a Lender

            
	 
      	 
      
	 
      	
              By:

            	/s/ Andrew Strait	
               

            
	 
      	
              Name:

            	
              Andrew
      Strait

            
	 
      	
              Title:

            	
              Managing
      Director

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:

            	/s/ Nader Tannous	
               

            
	 
      	
              Name:

            	
              Nader
      Tannous

            
	 
      	
              Title:

            	
              Vice
      President

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    HNI
CORPORATION

    FOURTH
AMENDMENT TO CREDIT AGREEMENT


    
      	 
      	
              NATIONAL
      CITY BANK,

            
	 
      	
              as
      a Lender

            
	 
      	 
      
	 
      	
              By:

            	/s/ Derek R. Cook	
               

            
	 
      	
              Name:

            	
              Derek
      R. Cook

            
	 
      	
              Title:

            	
              Senior
      Vice President